1. These Terms set out the terms and conditions on which Customers and End Clients use the Services provided by us.

Thank you for selecting  first.

By using the  first Services or signing up for an account with us, you are entering into an Agreement with us under the terms described in this document.

Definitions

“first “, “First Due Diligence”, “our” “us” or “we” (or derivatives) means First Due Diligence Limited.

“Customer” or “you” (and derivatives) means the person or organisation using our Services.

“System” the online cloud based software system provided by First Due Diligence.

“Services” or “Service” means the First online due diligence software System or other services delivered by us to you.

“Customer System” is the instance of the System that you have entered into an agreement to license from us or the instance of the System that you are using.

“Customer Data” is all data inputted by you or your agents or customers onto the System in the course of use of the Services.

“Subject” is the person to whom the Customer Data relates.

“End Client” is a Subject or other person whose data is stored on a Customer System.

“User” a natural person that uses the System.

“Unique Subject Identifier” or “USI” is a unique identifier for each subject on the System to facilitate access to and/or transfer of personal data.

“Terms” refers to these terms and conditions, together with our data processing protocol, service description, privacy notice and cookies notice.

“Subscription Agreement” or “Agreement” is the agreement to purchase Services under these Terms.

The headings in this Agreement are for ease of reference only and shall not affect its interpretation.

1. Acceptance of Terms

1.1 The Terms shall come into force and have legal effect on the earlier of the date that Customer or Users first has access to or use of the Services, or the date we accept a Customer’s order, whichever is earlier. first reserves the right to change the Terms at any time without notice to you. The current Terms can be found on our web site at www.firstdd.com.

The system is designed for use by businesses of other organisations to manage identity based due diligence processes. We also provide Subjects with an option to subscribe to a first member account to manage their personal data. You warrant that information provided by you when agreeing these Terms with us is up-to-date, materially accurate and is sufficient for us to provide the Services to you. You also warrant that you have legal capacity to enter into a contract.

These Terms define the relationship between first and you. We license you to use the Services under these terms. The System is currently in Pilot form. Additional terms for the Pilot form can be found in Appendix 1 of this document.

2. Subscription Agreement

2.1 Where you agree to purchase first Services, that agreement together with these Terms form the Subscription Agreement. Your Subscription Agreement purchases a non-exclusive and non-transferable license to use the first System and Services contracted for the periods of time purchased.

2.2 The Terms apply for the duration that you use the Services. Subscription services purchased online or otherwise shall renew at the end of each payment period until Customer terminates the Service. Where a Service is purchased on a monthly payment plan, the agreement shall renew monthly. Where a Service is purchased on an annual payment plan, the agreement shall renew annually. Where a date does not recur monthly or annually, renewal shall occur on the nearest day prior to the end of the month in question.

2.3 Terms relating to confidentiality and intellectual property shall remain in force following the termination of an agreement.

3. Our responsibilities

3.1 The Services shall be delivered with reasonable care.

3.2 We are a processor of Customer Data uploaded to the first System by our Customers and will keep that data secure at all times

3.3 For the purpose of managing your relationship with you we may acquire sensitive and confidential information concerning your business. We shall keep such information confidential, however, shall at all times comply with any requirement in Irish law or obligations imposed by a regulatory body with powers over us, to disclose information when it is necessary.

3.4 For the purposes of marketing or publicising or selling our services we may wish to disclose that we have performed work (including the Services) for you, in which event where you are an undertaking, we may identify you by your organisation name and we may indicate only the general nature or category of such work (or of the Services) and any details which have properly entered the public domain.

3.5 Pre-populated template material included with the Services; We shall not be held responsible for Customer selection or use of the Services, or for the suitability of any template processes provided by us or selected by you and make no guarantee or representation, express or implied, relating to the capabilities, functionality, performance or availability of the Services. We shall not be obliged to update any template process provided or other product of the Services.

4. Your responsibilities

4.1 Template processes provided with the Service are for example purposes only. You are responsibility for deciding on processes or workflows to suit your requirement, inspecting and approving any pre-configured templates provided by us, customising templates or guidance notes for users, and use of the system in a manner that satisfies your requirement. You use the Service at your own risk and we do not warrant the accuracy or fitness for purpose of any element of the Service for individual customer requirements. Where there is more than one of you, this clause applies to each of you separately and not collectively.

4.2 We sub-contract many aspects of the delivery of the Services and will enter into contractual arrangements with such sub-processors to implement appropriate technical and organisational security measures to protect the security of Customer Data. You hereby agree to us engaging sub-processors reasonably required for the purpose of providing the Services. We will inform you of any intended changes concerning the addition or replacement of sub-processors where such changes will result in your data being transferred outside of the EU, providing you with the opportunity to reasonably object to such changes or to discontinue your subscription.

4.3 You are responsible for keeping your account name and password confidential for any account that you have access to and for any activity occurring in such account whether or not you authorised that activity. You shall notify us immediately of any unauthorised access or use of your accounts. We are not responsible for any losses due to stolen or hacked passwords.

4.4 You agree to;

a. abide by all Terms of your Agreement with us;

b. keep all information you provide to us when you establish an account or add users to an account and when you use the Service complete, accurate and up to date, and keep such information (including passwords used for the purposes of accessing the Site and/or purchasing Products) secure against unauthorised access;

c. not attempt to reverse compile, decompile, decode, decrypt, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Services, except as may be allowed by any applicable Law which is incapable of exclusion by agreement between us;

d. not intentionally;

a. interfere with the security of the system or with access by other customers to the system, or attempt to access the data of other customers, or

b. facilitate an attack or disruption of the Service, including a denial of service (DoS) attack, unauthorized access or pen testing;

e. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, reproduce; or otherwise commercially exploit, or otherwise make the Services available to any third party without our written consent;

f. comply with all applicable laws in force that apply to you and not use the Services in any way which would breach any applicable law, infringe any person’s rights in intellectual property or other legal rights, or give rise to any cause of action against us, you or any third party;

g. maintain adequate processes to ensure the integrity of access control to the Service. The Services shall recognise data that it receives under Customer’s passwords, user name, or links transferred by Customer to third parties that have been provided access by Customer to a System as having been submitted by Customer. Customer further agrees to its sole responsibility for all data submitted to the System in the course of its use of the System;

h. not use the Services in a manner that is, in our opinion, unlawful, objectionable, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; or send any electronic communication from the Service that is unlawful, harassing, libellous, defamatory or threatening;

i. not do anything that would impair our rights, or our licensors’ rights in the Services;

j. ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement, including those Users that are contractors or agents of the customer. Any action or breach by any User of a Customer’s System shall be deemed an action or breach by Customer.

4.5 If you are a Customer who has purchased a Customer System from us

a. You are a Controller of data that is imputed onto your Customer System and recognise and agree to abide by your responsibilities in EU regulation and in Irish law regarding the management of personal data.

b. Some features of the Service are offered as add-ons to your Service. Unless expressly stated otherwise, these Terms apply to the use of such add-ons.

c. Your Customer System will help you to manage a number of regulatory obligations in an automated process and in particular;

I. Automated Access Request – the identification of and access to personal data relating to a Subject on your Customer System to a Subject. This is restricted to data provided to you by a Subject and in the current personal information table of the Customer System. It does not include uploaded files that are not in the personal information table of the Customer System, data in standard due diligence or enhanced due diligence, historical data, notes, or electronic notifications.

II. Automated Personal Data Transfer – the electronic transfer of personal data of a Subject from one Controller to another upon request by the Subject. This is restricted to data provided to you by a Subject and in the current personal information table of the Customer System. It does not include uploaded files that are not in the personal information table of the Customer System, data in standard due diligence or enhanced due diligence, historical data, notes, or electronic notifications.

III. Data Destruction – the queuing of all personal data for restricted access and destruction. With the exception of data destruction in the event of the termination of an Agreement with us, all data in your Customer System shall be queued for destruction with final approval required from you.

You agree to the on-demand and automated operation of these functions

d. The Automated Access Request and Automated Personal Data Transfer processes are designed to provide a basic access and transfer mechanism for personal data that Subjects have provided to you. They are NOT designed to be a comprehensive mechanism to identify all data that may be necessary to provide to a Subject in the event of a Subject exercising these rights. You are advised to seek independent advice relating to other data that you may be obliged to provide to Subjects or other obligations that you may need satisfy as a result of an Access Request or a request for a Transfer of Personal Data.

e. The System creates a Unique Subject Identifier USI for each Subject on Customer System to enable automated access and transfer by a Subject of Subject personal data. Subject Access to the Service is subject to two factor authentication.

f. For the purpose of validation of identity documentation the System delivers first Identity Premium services. This obliges regulated Customers to allow us to identify if an identity document or address has been validated by that Customer, and to share the fact of the validation but not the identity of the Customer with other first users. You agree to participate in the Identity Premium schemes and to us processing your data for this purpose.

g. Where the provision of the service to you involves the transfer of personal data outside of the EU, and such transfer of personal data is to a jurisdiction that does not have a current EU data protection Adequacy ruling, or another lawful basis for transfer as described in section 15.8 of this agreement, you agree to be subject to EU Standard Contractual Clauses for the international transfer of personal data as described in section 15.8 of this agreement.

4.6 If you are an End Client

a. We will process your personal data in accordance with Applicable Law and our Privacy Policy. We are data Processors and when we process your personal data, we do this in accordance with the instructions of our Customer. The Customer is the Data Controller of your personal data, determines the means and purpose of processing, including how your information is collected, used, shared and retained. For more information you can contact the data Controller.

b. Where you register for a first Personal Account you are the Controller of Customer Data provided by you in the course of your use of the Service.

4.7  If you are purchasing consulting services from us

a. Notwithstanding our duties and responsibilities in relation to the Services, you shall retain responsibility and accountability for managing your affairs, deciding on what to do after receiving any product of the Services, implementing any advice or recommendations provided by us, and realising any benefits requiring activity by you. Where there is more than one of you, this clause applies to each of you separately and not collectively.

b. Where you require us, or the nature of the Services is such that it is likely to be more efficient for us to perform Services at your premises or using your computer systems or telephone networks or on a digital platform provided by you, you shall ensure that all necessary arrangements are made for access, security procedures, virus checks, facilities, licences or consents without cost to us. It is your responsibility to ensure the security of data in such locations or systems.

c. You shall not quote our name or reproduce our logo in any form or medium without our prior written consent.

d. You shall not, directly or indirectly, solicit the employment of any first Persons involved in performing the Services, during performance or for a period of 3 months following their completion or following termination of the Services Contract, without our prior written consent.

e. Any product of the Services in any form or medium shall be supplied for your benefit and information only, and shall be used for the purpose detailed in the Schedule of Services only. Save as may be required by law or by a competent regulatory authority (in which case you shall, unless prohibited by law, inform us in advance), it shall not be copied, referred to or disclosed by you, in whole (save for your own internal purposes) or in part, or used for purposes other than those detailed in the Schedule of Services, without our prior written consent. You may disclose in whole any product of the Services to your legal and other professional advisers if seeking advice in relation to the Services, provided that when doing so you inform them that

I. disclosure by them (save for their own internal purposes or where compelled) is not permitted without our prior written consent, and that

 II. to the fullest extent permitted by law we accept no responsibility or liability to them in connection with the Services.

4.8 Customer agrees to indemnify, hold harmless and keep indemnified and held harmless, us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of this section 4.

5. Pricing & Payment

5.1 You agree that we may charge your credit card or invoice you for payments due in advance, in accordance with your chosen billing frequency for the initial term and any renewal term as detailed in your Agreement with us. We may provide your credit card information and related personal data to third-parties for payment processing and fraud prevention purposes.

5.2 The subscription price for the Services is the price published at the time of purchase. Where additional Services are purchased, they are at the price quoted at the time of purchase.

5.3 Subscription prices are subject to change and such changes will be notified to you in advance.

5.4 Any prices, quotations and descriptions made or referred to on this the first web site are subject to confirmation and do not constitute an offer. The price are confirmed and agreed at the time of entering into an agreement to purchase.

5.5 Products licensed or sold to you under these Terms may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use them. You shall be responsible for complying with those laws and will not do anything to breach them.

5.6 As long as you are a Customer with a valid Subscription Agreement with us, you will provide us with valid debit or credit card information and authorise us to deduct your subscription charges against that card. You will replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we are authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorised to use that card, and that any and all charges may be billed to that card and won’t be rejected.

5.7 If we are unable to process your card order, we will try to contact you by email and without limiting our other rights and remedies, may suspend or terminate your rights under this Agreement until such amounts are paid in full.

5.8 We will give you a pro rata refund for any period of time that is prepaid and we stop providing the Service and terminate your account without cause. You will not be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.

5.9 If you use an add-on that has a charge you will be billed that additional amount with each billing cycle for as long as the add-on is active. Your billing cycle for an add-on purchase may differ from your billing cycle for other Services.

5.10 We may change our billing cycle at any time by posting a new pricing structure to our web site or in your account and/or sending you a notification by email.

5.11 If we are required or obliged to provide information in response to a legal action, court order, or other legal, governmental, or regulatory inquiry initiated or caused by you and relating to your account we may charge you for our costs. These fees may include third party advisors and employee time spent retrieving the records, preparing documents, or participating in an action relating to the data held in your Customer System.

6. Price Guarantee

6.1 Where you purchase online, the price that you pay per User license or for a particular Service purchased may change over time. We guarantee that any change in price charged to you for a User license or Service shall not be subject to a net cumulative annual increase of more than 2% over the EU Harmonised Index of Consumer Prices “HIPC” (as published by the European Central Bank). We asses price changes annually and may apply a price change at any point in a calendar year.

6.2 For the purpose of the operation of the price guarantee, the value of the HIPC shall only be valid where it is a positive number. Where the HIPC is negative, the calculation of the price guarantee shall be based on a value of zero (0).

7. Payment for Services

7.1 Payment for subscription services shall occur in advance for each payment period.

7.2 Payment shall be by credit or debit card unless otherwise agreed in writing with us

7.3 Payment shall be in the currency that you used at the time of set-up of your account.

7.4 A subscriber account paid on a monthly basis may switch to annual payments. A subscription account on annul payments may not switch to monthly payments.

7.5 Should a payment fail the administrator and relevant user(s) will be unformed and the service will be withdrawn from the relevant users 10 days following the failed payment.

7.6 You must pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding except as required by Law. We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

7.7 Charges are reviewed annually and may vary.

7.8  Payment for engineering or advisory services provided is due immediately upon delivery of the first invoice to you.

7.9 All invoices in respect of the Services shall be delivered to you in an electronically format only.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we do not provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied.

8.2 Nothing in these Terms limits or excludes a party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by Applicable Law.

8.3 Subject to clause 8.1, we are not liable, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with these Terms for loss of profits; loss of data; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss.

8.4 We shall have no liability in respect of any claim for breach of contract, negligence, breach of statutory duty or other claim in respect of any delay or failure by us to perform any of our obligations under these Terms where such failure results from any breach or negligence by you.

8.5 You acknowledge and agree that you are solely responsible for discharging your obligations to identify and manage data relating to Subjects pursuant to any Applicable Law or other requirement that you may be subject to.

8.6 We will have no liability to you or any third party for any claim for breach of contract, negligence, breach of statutory duty or other claim arising from or in connection with

a. your, or a third party’s interpretation of, or reliance on any results or outputs obtained through the Service; or

b. any withdrawal of the Service.

8.7 To the maximum extent permitted by Applicable Law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded from these Terms. We specifically disclaim any warranty or representation that the operation of the Services will be uninterrupted or error-free or that our systems and software are free of Viruses or other harmful components, or that our security procedures and mechanisms will prevent the loss or alteration of or improper access to information or content by third parties.

8.8 Subject to clauses 8.1 to 8.6, our total aggregate liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, is limited to the value of the Charges paid by you to us in the 12 months immediately preceding the date on which the event (or the first of a series of connected events) giving rise to the alleged liability first arose.

8.9 You acknowledge and agree to our status as a Processor of personal data and your status as a Controller of personal data, and indemnify us against any liability relating to the processing of personal data or other data relating to a Subject that is managed on the System in the course of your use of the System.

8.10 If our performance of any of our obligations under these Terms is prevented or delayed by any act, default or omission by you or any failure by you to perform any relevant obligation, or you fail to perform your obligations under the Terms:

a. we shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy the default, and to rely on the default to relieve us from the performance of any of our obligations to the extent the default prevents or delays our performance of any of our obligations;

b. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause; and

c. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

8.11 If you breach any of your obligations under this Agreement and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time. Where a defence of a claim to which we are a party is conducted by you, you shall inform us in advance of entering into such a defence and we shall have the right to determine the legal representation relating to issues involving the Services.

8.12 For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account or the delivery of other services due to such violation.

9. Accessing the Service

9.1 The Service is an online service and requires a current commonly used browser. Browsers at the time of this update include the current versions of Edge, Chrome, Firefox and Safari.

10. Copyright and intellectual property

10.1 We shall retain ownership of the copyright and all other intellectual property rights in the product of the Services including but not limited to template content, software, cloud services, and all related underlying technology or documentation.

10.2 The first brand, brand marks and associated marks are the property if first due diligence and you are not licensed to use these marks in any manner without prior agreement with us.

11. Non-online purchases

11.1 Where a customer purchases Services from first through a separate agreement, any use of the Services remains subject to these Terms. Where such separate agreement is in effect and the terms of that separate agreement differ from those of the Terms, that agreement shall take precedence.

12. Suspension of an account

12.1 We reserve the right to suspend or restrict Customer’s access to and/or use of the Service following notice;

a. where a payment has not been successfully processed or

b. the Customer is in breach of the Terms.

12.2 We reserve the right to suspend or restrict Customer’s access to and/or use of the Service without notice;

a. where we reasonably conclude that Customer’s Service is being used to engage in denial of service attacks, spamming, or illegal activity, and/or use of Customer’s Service is causing immediate, material and ongoing harm to us or others.

12.3 Customer agrees that we shall not be liable to Customer or to any Customer Affiliate or other third party for any suspension of the Service pursuant to this Section 12.

13. Termination

13.1 If you are a Customer who has a Subscription Agreement with us

a. Services purchased may be terminated by you at any time by you up to 24 prior to a subscription renewal date, without further notice period, penalty or refund.

b. We may terminate the Services immediately on written notice to you if:

I. you have a petition presented for your winding up, have a liquidator appointed to it or have a receiver or an examiner appointed to you or over part or all of your assets or enter into a composition with your creditors (save for the purposes of a bona fide reconstruction or amalgamation on terms approved in advance by us), are dissolved, become bankrupt, convene any meeting of creditors, or are unable to pay your debts or in any like case in any jurisdiction or otherwise cease to trade; or

II. you fail to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

III. you are in material breach of these Terms and do not rectify such breach (where such breach is capable of rectification) within 10 days of receipt of written notice from us.

a. Upon termination you must immediately pay us all outstanding unpaid invoices.

c. We may terminate these Terms at any time by giving you 30 days’ written notice.

13.2 If you are an End Client

a. You may terminate the Services at any time by deleting the App and/or ceasing to use and access the Services.

b. We may terminate the Services at any time by providing you with 30 days notice.

13.3 On termination or expiry of these Terms for any reason:

a. you must immediately stop using the Services and

b. all licences granted under these Terms shall immediately terminate.

13.4  If you are purchasing consulting services from us

Each of us can terminate the Services Contract or suspend its operation by giving the other two (2) months prior notice in writing to the other at any time. Termination or suspension under this clause shall not affect any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect. Where this term is different to the terms set out on the Schedule of Service, the latter shall prevail.

13.5 Termination of these Terms will be without prejudice to any accrued rights and remedies available to us and, for the avoidance of doubt, will not relieve you of your obligation to pay the Charges in respect of any Services we supplied to you prior to the date of termination. Sections 7, 8, 10, 14, 15, 18, 19, and 23, including all clauses within the sections continue in force following termination or expiry of the Terms along with such other clauses as are necessary to give effect to those clauses. All other clauses of these Terms that by their nature should survive termination or expiration of these Terms shall survive any such termination or expiration.

14. Managing your data in the event of termination.

14.1 You have access to all of your Customer Data retained on the Service and can request a copy of such content from us at any time.

14.2 Access to the Service will be denied at the end of the period of time for which the service has been fully paid. Upon termination, extended access to the Service shall be provided to you for a period of 30 days. Extended access shall be for the purpose of removal of your data by you and all other functionality shall be restricted.

14.3 All data shall be queued for deletion by us following the period of extended access. Deleted data is un- retrievable. Data that has been deleted may remain on backup servers for a period of time not exceeding 90 days

15. Data protection – terms

15.1 We will at all times process personal data in accordance with the GDPR or other applicable law. We inform you of how we process personal data in our Privacy Notice or Cookie Statement.

15.2 We are a Processor of personal data that is processed on the System on behalf of our customers in the course of use of the Services.

15.3 We are a Controller of personal data provided to us in the course of doing business with you for the purpose of managing the relationship between you and us. By submitting personal information to us while entering into or exercising an agreement with us, you agree to such personal data being processed to fulfil your order, deliver the Service and to communicate with you in accordance with our Privacy Notice.

15.4 You warrant that the rights of the subjects of personal data provided to us by you for the purpose of managing the relationship between you and us have been observed. In particular that Subjects have been informed of the purpose of the transfer of their personal data and of their rights under the GDPR.

15.4 Credit Card payments are made through an established credit card services provider. We currently engage Stripe. We process in accordance with PCI regulation and we do not retain a copy of your credit card details.

In the event of any unauthorised use of your credit card, you may request the return or re-credit of the unauthorised payment. You must notify your card provider of the unauthorised use in accordance with its reporting rules in advance of such a request.

15.5 We protect your data with processes and technology to keep your data safe, and at all times in compliance with the requirements of the GDPR. All data processed on the System is encrypted in transit and at rest.

15.6 Data retention and deletion;

You control the settings to retain and delete your data on the System. We will delete data in accordance with your instructions. Data on routine backup systems may take up to 90 days to be deleted.

We retain data relating to the contractual relationship between you and us of a period of 6 years following the termination of a relationship or for other periods where provided for or obliged in law.

15.7 Where we are a Processor of your data, you are entitled to know the sub-processors who process data on our behalf to deliver the Service to you. You may apply for this information through the administration panel of your system.

15.8 International Transfer – Customer Data;

If you transfer data internationally or are a non EU organisation or person and process personal data in the EEA you are subject to the GDPR and agree to comply with this regulation and related EU legislation. Where personal data is transferred outside of the EEA, and it is not with the consent of the Subject, or to a jurisdiction with an Adequacy Ruling from the EU, or you have not adopted Binging Corporate Rules in accordance with Article 47 of the GDPR, you agree to the transfer of such data under EU Standard Contractual Clauses SCC. The full text of EU SCCs is available here.

For the purpose of interpretation of the EU Standard Contractual Clauses between you and us;

Annex I,

1. We are a Processor of personal data and you are a Controller of personal data. We are data exporters and you are data importers.
2. Data Subjects are typically persons that are subject to regulatory risk assessment in accordance FATF, EU and national regulation, or have another lawful requirement to validate their identity. The personal data transferred relates to identity, proof of address, PEP status, and all other data required to risk assess Subjects under current legislation and regulatory guidelines. Special data may be transferred insofar as it relates the risk assessments. Personal data is transferred for the purpose of managing regulatory compliance or for another lawful basis for validating the identity of the Subject. This processing may be ongoing. Data may be further processed in the course regulatory oversight, and data shall be retained in accordance with national regulatory guidelines or for other periods necessary for legitimate reasons agreed with the Subject prior to processing . We do not sub process outside of the EU. Where our sub-processors are international in nature they have appropriate safeguards and international transfer arrangements in place to remain compliant with the GDPR.
3. The competent supervisory authority for this agreement is the Data Protection Commissioner, 21 Fitzwilliam Sq, Dublin D02 RD28 Ireland and may be contacted at www.dataprotection.ie

Annex II

1. The Importer is the Controller of personal data processed on the Service. All data provided to the Importer using the Service is encrypted in transit and provided via authenticated access.

Annex III

1. This Annex is not applicable. Exporter is a Processor and Importer a Controller.

15.9 International Transfer – personal data which is controlled by us;

We are Controllers of data relating to our relationship with our Customers. We do not transfer such data outside of the EU unless you are located outside of the EU, you instruct us to transfer data outside of the EU or the Subjects or subject’s representative have asked us to do so. Where we are requested by a court to transfer data outside of the EU we shall do so under a court order from a court with jurisdiction over us..

15.10 If you are a Subject, we notify you that we create a Unique Subject Identity USI to enable the secure identification of your personal data to enable you to identify and manage your personal data. We are a Processor of that data.

15.11 Communication. You may communicate with our Data Protection Representative by writing to our registered address, calling our published phone number, or e-mailing to privacy@firstdd.com.

16. Data protection – your responsibilities

16.1 You are a controller of data inputted to the System in the course of use of the Services and you represent and warrant that you either own or have obtained lawfully and have a lawful basis for processing such information or personal data.

16.2 You are responsible for the accuracy and quality of Customer Data processed on the System in the course of use of the Services.

16.3 You will keep all account information up to date, use reasonable means to protect your account information, passwords and other login credentials, and promptly notify us of any known or suspected unauthorised use of or access to your account.

16.4 If you process the personal data of a minor on the System, you warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor resides.

16.5 If you process special data or data relating to criminal convictions on the System you warrant that such data has been obtained lawfully and has a valid legal basis for processing.

17. Modification of the Service.

17.1 We may make modifications to the Service or particular components of the Service from time to time and will notify Customer of any material modifications. We shall not be liable to Customer nor to any third party for any modification of the Service.

18. General Terms

18.1 The Terms sets out the entire agreement and understanding between you and us in connection with the Services. The Agreement supersedes any previous Agreement with us and relieves you and us from liability (if any) that might otherwise arise for any prior agreements, understandings, arrangements, statements or representations (unless made fraudulently) as to any facts or matters relating to you or to us or the Services.

18.2 Failure to exercise or enforce any rights shall not amount to a waiver of such rights, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself.

18.4 Any part of these Terms which by its nature or implicitly or to give effect to its purpose is to continue in force after expiry or termination of the Terms shall survive.

18.5 Customer shall not have the right to assign the benefit (or transfer the burden) of the Subscription Agreement to another party without prior written agreement from us.

18.6 Nothing in these Terms is intended to, or is deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.7 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18.8 Without prejudice to any other rights or remedies that we may have, you hereby acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.

18.9 Where we provide multi lingual version of our Terms, this is for your convenience only. You must rely upon the English version of the Terms published by us when engaging with us or in the event of a dispute with us.

19. Severability

19.1 Each clause or term of the Agreement constitutes a separate and independent provision. If any provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.

19.2 If any provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, that provision shall be replaced with a provision that gives legal effect to the meaning and intention of the initial clause and is not considered void or unenforceable by the authority that found the original clause to be void or unenforceable.

20. Force Majeure

20.1 A force majeure is any event outside of our reasonable control that may restrict our ability to fulfil obligations to You under this agreement. Force majeure may include but is not limited to any action taken by a government or public authority, geological or other natural events, epidemic or infectious disease, third party restrictions of service, power failures, industrial disputes, disasters, explosions, fires, floods, riots, a change in law, terrorist attacks or wars.

20.2 In the event of a force majeure we may suspend all or part of the Service for as long as the force majeure continues, without being liable for compensation to you as a result. We shall notify you as early as possible after having become aware of the facts giving rise to the force majeure, and provide updates to you in a timely manner as milestones occur.

21. Service feedback

21.1 While engaging with us you should experience a culture of openness and professionalism. We may from time to time ask you to provide feedback, and invite your comment. Should you have reason to feel that you need to discuss our service or complain about our activities, please contact customer Service at CustomerService@firstdd.com in the first instance. We welcome feedback and dialog regarding the service that we offer.

22. Dispute Resolution

22.1 Each party agrees that before it takes legal action against the other, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period, or longer if extended by mutual agreement by the parties, authorised representatives of the parties shall enter into a resolution process in a good faith attempt to resolve the dispute.

22.2 If a dispute arises each party may give to the other written notice of the dispute, setting out its nature and particulars together with relevant supporting documents. The dispute process shall be as follows;

a. On service of the Dispute Notice, our representatives with day to day responsibly for these Terms will attempt in good faith to resolve the Dispute.

b. If the representatives are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, each party will appoint a designated senior executive who has sufficient authority to settle the Dispute (and who is at a higher management level than the representatives). The Senior Representatives shall negotiate in good faith to resolve the Dispute.

c. If the parties are unable to resolve the Dispute within 30 days of the dispute notice, then either party may proceed with another available remedy.

22.3 Notwithstanding the foregoing, either party may seek necessary interim or other equitable relief.

22.4 If you are an End Client and you have a complaint, please contact us at CustomerService@firstdd.com or at our registered address.

23. Law and jurisdiction

23.1 These Terms shall in all respects be subject to and governed by Irish law and all disputes arising on any basis from or under the Terms shall be subject to the exclusive jurisdiction of the Irish courts.

23.2 Notwithstanding the provisions of sections 22 and 23 of this document, nothing contained in this agreement shall limit our right to bring enforcement proceedings in the Irish courts, or another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.

Thank you for taking the time to learn about our terms of engagement with you.

Last Updated; 29 April 2024

Appendix 1  –  PILOT PHASE ADDITIONAL TERMS

If you have agreed with us to participate in and receive the Services as part of the Pilot Phase then, in addition to the Terms, these provisions set out in this Schedule also apply to you.

1. General

1.1  You must pay us the Charges for the Pilot Phase. For the avoidance of doubt, we may charge you the Charges even if you cancel or stop using the Services before expiry of the Pilot Phase.

1.2  During the Pilot Phase the Services are intended for evaluation and testing purposes only and to the extent permitted by Applicable Law:

1.2.1  we make no guarantee or representation, express or implied, relating to the capabilities, functionality, performance or availability of the Pilot Phase Services;

1.2.2  all warranties (whether express, implied, statutory or otherwise), in respect of the Pilot Phase Services are excluded; and

1.2.3  we shall have no liability to you arising from your access, use of, or reliance on the Services or any data or outputs during the Pilot Phase.

1.2.4  we are excluded from and deny any liabilities that may arise from an interruption to service of any form.

2. Intuitive use and Accessibility

The System has been built on an Oracle/Apex platform that optimises the experience for all users. In so far as is possible in law, we deny likability for any functionality that is not delivered to full standard during this Pilot stage.  Should users experience difficulties we would like to know. Please report to CustomerServices@firstdd.com